LOCK-UP AGREEMENT
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December
31, 2009
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To:
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00
Xxxxxx Xxxxxx, Xxxxx 000
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Xxx
Xxxx, Xxx Xxxx 00000
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Re:
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Shares
of Common Stock of Florham Consulting
Corp.
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Dear
Sirs/Madams:
In accordance with that certain
Agreement and Plan of Merger, dated as of December 16, 2009 (the “Merger
Agreement”), by and among Florham Consulting Corp., a Delaware corporation
(“Florham”), EII Acquisition Corp., a Delaware corporation (“Mergerco”),
Educational Investors, Inc., a Delaware corporation (“EII”), Sanjo Squared, LLC,
a Delaware limited liability company (“Sanjo”), Kinder Investments, LP, a
Delaware limited partnership (“Kinder”), Xxxxxx X. Xxxxxx and Xxxx Xxxxxx, the
undersigned (“Restricted Person”) hereby agrees that, for a period of twelve
(12) months following the Effective Time of the Merger, as such terms are
defined in the Merger Agreement (the “Lock-up Period”), the undersigned will
not, directly or indirectly, without the prior written consent of Florham, which
consent may be delayed, conditioned or withheld, at Florham’s sole discretion,
offer for sale, sell, pledge, assign, hypothecate or otherwise create any
interest in or dispose of, in each case to the public (or
enter into any transaction or device that is designed to, or could reasonably be
expected to, result in any of the foregoing), any of the common stock, par value
$0.0001 per share, of Florham (the “Common Stock”).
The restrictions described in the
immediately preceding paragraph do not apply to the following dispositions of
Common Stock:
(a) The
Restricted Person may transfer Common Stock to his or her spouse, siblings,
in-laws, parents or any natural or adopted children or other descendants or to
any personal trust for the sole benefit of such family members and/or Restricted
Person, or to any corporation, limited liability company, partnership or other
entity the majority of whose interests are owned by the Restricted Person and/or
any such family members;
(b) Each
Restricted Person may transfer Common Stock on his or her death to such
Restricted Person’s estate, executor, administrator or personal representative
or to such Restricted Person’s beneficiaries pursuant to a devise or bequest or
by laws of descent and distribution;
(c) Each
Restricted Person may transfer Common Stock as a gift or other transfer without
consideration;
(d) Each
Restricted Person may make a bona fide pledge of Common Stock to a lender;
and
(e) Each
Restricted Person may participate in any transaction in which all holders of the
Common Stock of the Company participate or have the opportunity to participate
pro rata, including, without limitation, a merger, consolidation or binding
share exchange involving the Company, a disposition of the Common Stock in
connection with the exercise of any rights, warrants or other securities
distributed to the Company’s stockholders, or a tender or exchange offer for the
Common Stock,
provided, however, that in
the case of any transfer of Common Stock pursuant to clauses (a), (c), and (d),
the transferor shall, at the request of the Company, provide evidence (which may
include, without limitation, an opinion of counsel satisfactory in form, scope
and substance to the Company in its sole discretion as the issuer thereof)
satisfactory to the Company that the transfer is exempt from the registration
requirements of the Securities Act, and such Common Stock shall remain subject
to this Agreement and, as a condition of the validity of such disposition, the
transferee shall be required to execute and deliver a counterpart of this
Agreement. Thereafter, such transferee shall be deemed to be the Restricted
Person for purposes of this Agreement.
Florham and its agents, including
its transfer agent, are authorized to decline to make any transfer of securities
if such transfer would constitute a violation or breach of this Lock-Up Letter
Agreement.
The undersigned’s obligations under
this Lock-up Agreement shall be binding upon the undersigned’s successors,
heirs, personal representatives and assigns, as the case may be.
The undersigned hereby warrants and
represents that the undersigned has the full authority and capacity to enter
into and carry out all the terms of this Lock-up Letter Agreement and is not
subject to or bound by any agreement or instrument, or the order of any court or
other governmental authority which in any way restricts the undersigned’s
authority or capacity to enter into and carry out all the terms of this Lock-up
Agreement.
This Lock-up Agreement, and all
rights and obligations of the undersigned, shall be construed and enforced in
accordance with and governed by the law of the State of New
York. This Lock-up Agreement shall be subject to the exclusive
jurisdiction of the courts of New York County, New York. Any breach or default
of any provision hereof shall be deemed to be a breach or default occurring in
the State of New York by virtue of a failure to perform an act required to be
performed in the State of New York, and the undersigned, for himself and its
lawful successors, irrevocably and expressly agree to submit to the jurisdiction
of the courts of the State of New York for the purpose of enforcing the terms of
hereof and the transactions contemplated hereby. The undersigned
irrevocably waives (for himself and its lawful successors), to the fullest
extent permitted by law, any objection which they may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this Lock-up Agreement or any judgment entered by any court in respect hereof
brought in New York County, New York, and further irrevocably waives any claim
that any suit, action or proceeding brought in New York County, New York has
been brought in an inconvenient forum.
[Signature page
follows.]
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Very
truly yours,
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Date:
December 31, 2009
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Signature
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Print
Name of Signatory
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